AND EXCHANGE COMMISSION
TO SECTION 13 OR 15(d) OF THE
EXCHANGE ACT OF 1934
of report (Date of earliest event reported): June
21, 2007 (June 15, 2007)
OF AMERICA LLC
Name of Registrant as Specified in Its Charter)
or Other Jurisdiction of
Employer Identification No.)
Center Ridge Road, Westlake, Ohio
of Principal Executive Offices)
Telephone Number, Including Area Code)
the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
(17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
(17 CFR 240.13e-4(c))
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
June 15, 2007, our board of
directors amended our limited liability company agreement, or the LLC agreement,
in two respects.
amendment relates to shareholders’
notices of nominations for director or business to be transacted at an annual
meeting of shareholders. The LLC agreement did not specify a time for
the delivery of shareholders’ notices of nominations for director or business to
be transacted at an annual meeting of shareholders in the case of our initial
annual meeting of shareholders as a public company. In order to
provide a reasonable period of time for the preparation of proxy materials
that meeting, our board of directors added a provision to the LLC agreement
that, to be timely for such initial annual meeting, such notices must be
delivered during the calendar month of December, 2007.
amendment, intended to conform the text of the LLC agreement to its
intended effect, provides that any matter voted upon by shareholders that
not been approved previously by our board of directors requires the approval
75% of the outstanding shares of each class and series of shares with voting
power, voting together as a single class.
amendments became effective on June 15, 2007. A composite copy
of the LLC agreement, as amended, is filed as Exhibit 3.1 hereto and is
incorporated by reference herein.
9.01. Financial Statements and Exhibits.
following exhibit is filed herewith:
copy of Amended and Restated Limited Liability Company Agreement
amended through June 15, 2007 (Incorporated by reference from Exhibit
to the Company’s Registration Statement on Form S-1, File No.
to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report
be signed on its behalf by the undersigned hereunto duly authorized.
OF AMERICA LLC
/s/ John R.
Vice President and Chief Financial
June 21, 2007